Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, after the satisfaction or waiver of the conditions set forth in ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇▇▇▇ Procter LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time as soon as practicable following consummation the Acceptance Time (or at such other time and location as defined agreed upon by the Parties in Section 251(h) writing), subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the DGCL) of conditions set forth in Article 7 by the OfferParties entitled thereto, but in any event no event later than the first second (1st2nd) Business Day, Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Article 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) (the Closing), or at such other place or date on such other date as Parent and which the Company may mutually agree. At the ClosingClosing occurs, the Parties shall cause “Closing Date”). Subject to the Merger to be consummated by filing provisions of this Agreement, a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware, in Delaware or such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the later date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed upon in writing by the Parties and specified in the Certificate certificate of Merger merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and shall make franchises and be subject to all other filings or recordings required under of the DGCL restrictions, disabilities and duties of the Company and the Acquisition Sub, all as provided in connection with the MergerDGCL.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL DGCL, (including Section 251(hi) of the DGCL), the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place at on the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation third (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st3rd) Business Day, Day after the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in ARTICLE VII Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed to by ▇▇▇▇▇▇ Sub and the Company in writing and specified in the Certificate of Merger and agreed to by Purchaser and the CompanyMerger, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) 251 of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices remotely by exchange of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇documents and signatures (or their electronic counterparts), as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agreeagree (such date, the “Closing Date”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place at the offices of Ropes ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇, LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location or means as soon as practicable following consummation shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents (as defined in Section 251(hincluding by portable document format (.pdf) of delivered by electronic mail), on a date to be designated jointly by Parent and the DGCL) of the OfferCompany, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Section 6 (excluding conditions thatother than the conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of each of such conditions at conditions). The date on which the Closing)Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be designated jointly by Parent and the Company and specified in such certificate of merger (the Certificate time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes & Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) third Business Day, Day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingthose conditions), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Parties Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser the Company and the CompanyParent, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes & C▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ & H▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇▇▇▇One Liberty Plaza, New York, New York, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first second (1st2nd) Business Day, after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place at the offices of Ropes Weil, Gotshal & ▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation at 10:00 a.m. on a date (as defined in Section 251(h) of the DGCL) of the Offer“Closing Date”), but in which shall be no event later than the first (1st) Business Day, second business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Section 7 (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of such conditions at the Closing), those conditions) or at such other place or on such other place, time and date as Parent and shall be agreed in writing by the Company may mutually agreeparties. At Subject to the Closingprovisions of this Agreement, the Parties shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)ARTICLE 7, the closing of the Merger (the “"Closing”") will shall take place at the offices of Ropes ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) second Business Day, Day after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in ARTICLE VII 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver (to the extent permitted by Law) of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date". At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “"Effective Time”), ") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(ha) of the DGCL), the The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m., local time, at the offices of Ropes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first tenth (1st10th) Business Day, business day after the satisfaction or waiver of all of the conditions set forth in ARTICLE Article VII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions those conditions); provided, that, the Closing may be consummated at the Closing), or at such other place or on such other place, time or date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. (b) At the Closing, the Parties Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “Effective Time”), and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ & ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP, One Liberty Plaza, New York, New York, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) second Business Day, after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Article IX, and unless otherwise mutually agreed in writing between the DGCL (including Section 251(h) of the DGCL)Company, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) will shall take place electronically at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, 7:45 a.m. Eastern time as soon promptly as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in any event no event later than the first (1st) Business Day, after ) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Article VIII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). The date on which the Closing)Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, concurrently with the Closing or at such other place or on such other date as Parent and the Company may mutually agree. At soon as practicable following the Closing, the Parties Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger ▇▇▇▇▇▇ with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate of Merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Unless this Agreement and shall have been terminated pursuant to the DGCL (including Section 251(h) of the DGCL)SECTION 7, the closing consummation of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇▇ ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or such other location or means as soon as practicable following consummation shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents (as defined in Section 251(hincluding by portable document format (.pdf) of delivered by electronic mail), on a date to be designated jointly by Parent and the DGCL) of the OfferCompany, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Section 6 (excluding conditions thatother than the conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of each of such conditions at conditions). The date on which the Closing)Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be designated jointly by Parent and the Company and specified in such certificate of merger (the Certificate time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) 251 of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & G▇▇▇▇▇▇ Procter LLP, Prudential Tower, ▇1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, Day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agreeagree (such date, the “Closing Date”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser P▇▇▇▇▇▇▇▇ and the Company, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, As promptly as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) third Business Day, after the satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VII Article VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or written waiver (where permissible) of such those conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed by each of the parties hereto and specified in the Certificate of Merger and agreed to by Purchaser and the Company, Merger) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, and a closing (the “Closing”) shall make all be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the MergerArticle VIII.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the DGCL (including Section 251(h) of the DGCL)Company, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) will shall take place electronically at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, 7:45 a.m. Eastern Time as soon promptly as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in any event no event later than the first third (1st3rd) Business Day, after ) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). The date on which the Closing)Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, concurrently with the Closing or at such other place or on such other date as Parent and the Company may mutually agree. At soon as practicable following the Closing, the Parties Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of Merger merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the DGCL (including Section 251(h) of the DGCL)Company, Parent and Merger Sub, the closing consummation of the Merger (the “Closing”) will shall take place at remotely by the offices electronic exchange of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, documents and signatures as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no any event later than the first within two (1st2) Business Day, business days) after the satisfaction or or, to the extent permitted, waiver of all conditions to the conditions Merger set forth in ARTICLE VII Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or or, to the extent permitted, waiver of such conditions at conditions). The date on which the Closing)Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, or at such other place or as soon as practicable on such other date as Parent and the Closing Date, the Company may mutually agree. At the Closing, the Parties and Merger Sub shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of merger (the date and time at which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to herein as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes ▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇, LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York City time, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) second Business Day, Day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions at the Closingthose conditions), or at such other place or on at such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser Parent and the Company, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject As promptly as practicable, but in no event later than the third (3rd) Business Day (unless another date is agreed to in writing by Citrix and Parent), after the satisfaction or written waiver (where permissible under applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of those conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of this Agreement and pursuant to the DGCL (including Section 251(h) the date and time of such filing of the DGCL), the closing Certificate of Merger (or such later time as may be agreed by each of the Merger parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) will take place shall be held at the offices of Ropes ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or such other place as soon as practicable following consummation (as defined in Section 251(h) the parties shall agree, for the purpose of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, after confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the MergerArticle VIII.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Article IX, and unless otherwise mutually agreed in writing between the DGCL (including Section 251(h) of the DGCL)Company, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) will shall take place electronically at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, 8:00 a.m. Eastern time as soon promptly as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in any event no event later than the first (1st) Business Day, after ) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Article VIII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). The date on which the Closing)Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, concurrently with the Closing or at such other place or on such other date as Parent and the Company may mutually agree. At soon as practicable following the Closing, the Parties Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger ▇▇▇▇▇▇ with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate of Merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) 251 of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices remotely by exchange of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇documents and signatures (or their electronic counterparts), as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agreeagree (such date, the “Closing Date”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ & ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP, One Liberty Plaza, New York, New York, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) second Business Day, after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article X, the closing of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇▇ ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first third (1st3rd) Business Day, Day after the satisfaction or or, to the extent permissible, waiver of the conditions set forth in ARTICLE VII Article X (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions at the Closingthose conditions), or at such other place place, at such other time or on such other date as Parent and the Company may mutually agree. agree (the “Closing Date”). (b) At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL Delaware Law (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings or recordings required under the DGCL Delaware Law or other Applicable Law in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at remotely by exchange of documents and signatures (or their electronic counterparts), on the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation second (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st2nd) Business Day, Day after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in ARTICLE VII Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agreeagree (the date on which the Closing actually occurs, the “Closing Date”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser Merger Sub and the Company, being hereinafter referred to as the “Effective Time”), ) and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, As promptly as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first third (1st3rd) Business DayDay (unless another date is agreed to in writing by TDCC and Parent), after the satisfaction or written waiver (where permissible under applicable Law) of the conditions set forth in ARTICLE VII Article VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of such those conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed by each of the parties hereto and specified in the Certificate of Merger and agreed to by Purchaser and the Company, Merger) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, and a closing (the “Closing”) shall make all be held at the offices of Shearman & Sterling LLP, 599 Lexin▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the MergerArticle VIII.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpromptly, but in no event later than the first second (1st2nd) Business Day, after the satisfaction or waiver of the conditions set forth in ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”), ) and shall will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, As promptly as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first third (1st3rd) Business DayDay (unless another date is agreed to in writing by TDCC and Parent), after the satisfaction or written waiver (where permissible under applicable Law) of the conditions set forth in ARTICLE VII Article VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of such those conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed by each of the parties hereto and specified in the Certificate of Merger and agreed to by Purchaser and the Company, Merger) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, and a closing (the “Closing”) shall make all be held at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the MergerArticle VIII.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) 251 of the DGCL), the closing of the Merger (the “Closing”) will take place (i) at the offices of Ropes & Gray LLP, ▇▇▇▇ LLP, Prudential Tower, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇ or by electronic exchange of deliverables as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day, Day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or (ii) at such other place or on such other date as Parent and the Company may mutually agreeagree (such date, the “Closing Date”). At the Closing, the Parties shall parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser ▇▇▇▇▇▇▇▇▇ and the Company, being hereinafter referred to as the “Effective Time”), ) and shall will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL)Article VII, the closing of the Merger (the “"Closing”") will shall take place at the offices of Ropes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerpracticable, but in no event later than the first (1st) Business Day, second business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions at the Closingthose conditions), or at such other place or on at such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date". At the Closing, the Parties parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Companyparties hereto, being hereinafter referred to as the “"Effective Time”), ") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “"Closing”") will shall take place at the offices of Ropes & ▇▇▇▇ LLPCompany's offices, Prudential Towerat 9:00 a.m., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇local time in Boston Massachusetts, ▇▇▇▇▇▇on a date to be designated by the parties (the "Closing Date"), ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE VII Sections 6 and 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, or at such other place or on such other date as Parent and the Company may mutually agree. At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL and substantially in the form attached hereto as Exhibit C (the “"Certificate of Merger”") shall be duly executed by the Company and, concurrently with the Closing on the Closing Date, delivered to and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger and agreed to by Purchaser and (the Company, being hereinafter referred to as the “"Effective Time”"), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the DGCL (including Section 251(h) of the DGCL)Parties, the closing consummation of the Merger (the “Closing”) will shall take place at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, remotely as soon promptly as practicable following consummation (as defined in Section 251(h) of the DGCL) of the Offerreasonably practicable, but in no event later than the first (1st) Business Daybusiness day, after following the satisfaction or, to the extent permitted by applicable Legal Requirement, waiver of the last to be satisfied or waiver waived of the conditions set forth in ARTICLE VII Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). The date on which the Closing)Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, or at such other place or as soon as practicable on such other date as Parent and the Closing Date, the Company may mutually agree. At the Closing, the Parties and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of Merger merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.